Director Gregory Waters of ON (NASDAQ: ON) receives 1,986 restricted stock units

Rhea-AI Filing Summary

WATERS GREGORY L reported acquisition or exercise transactions in this Form 4 filing.

ON Semiconductor director Gregory L. Waters reported a compensation-related stock award and updated holdings. He received 1,986 shares of restricted common stock under the company’s Amended and Restated Stock Incentive Plan at a grant price of $0.00 per share.

The restricted stock granted on May 14, 2026 will vest on the day prior to the company’s next Annual Meeting of Stockholders. Following this award, Waters directly holds 24,524 shares of ON Semiconductor common stock and indirectly holds 17,000 shares through the Waters Family Trust.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider WATERS GREGORY L

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common	1,986	$0.00	--
holding	Common	--	--	--

Holdings After Transaction: Common — 24,524 shares (Direct, null); Common — 17,000 shares (Indirect, By Waters Family Trust)

Footnotes (1)

1. [object Object]

Key Figures

Restricted stock grant: 1,986 shares Grant price: $0.00 per share Direct holdings after grant: 24,524 shares +1 more

4 metrics

Restricted stock grant 1,986 shares Common stock award on May 14, 2026

Grant price $0.00 per share Restricted stock compensation grant

Direct holdings after grant 24,524 shares ON Semiconductor common stock directly owned by Waters

Indirect holdings 17,000 shares Held through Waters Family Trust

Key Terms

restricted stock, Amended and Restated Stock Incentive Plan, Annual Meeting of Stockholders

3 terms

restricted stock financial

"Represents restricted stock granted under the Issuer's Amended and Restated Stock Incentive Plan"

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

Amended and Restated Stock Incentive Plan financial

"restricted stock granted under the Issuer's Amended and Restated Stock Incentive Plan on May 14, 2026"

Annual Meeting of Stockholders financial

"The stock will vest on the day prior to the Issuer's next Annual Meeting of Stockholders."

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

WATERS GREGORY L

(Last) (First) (Middle)

5701 NORTH PIMA ROAD

(Street)

SCOTTSDALE ARIZONA 85250

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
ON SEMICONDUCTOR CORP [ ON ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/14/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common	05/14/2026		A		1,986(1)	A	$0.0000	24,524	D
Common								17,000	I	By Waters Family Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents restricted stock granted under the Issuer's Amended and Restated Stock Incentive Plan on May 14, 2026. The stock will vest on the day prior to the Issuer's next Annual Meeting of Stockholders.

Remarks:

Hope M. Spencer is signing on behalf of the Reporting Person pursuant to a Power of Attorney attached hereto as Exhibit 24.

	/s/ Hope M. Spencer, Attorney-in-Fact	05/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did ON (ON Semiconductor) director Gregory Waters report?

Director Gregory L. Waters reported receiving 1,986 shares of restricted ON Semiconductor common stock as a grant. The award was made under the company’s Amended and Restated Stock Incentive Plan at a grant price of $0.00 per share, reflecting equity-based compensation rather than a market purchase.

How many ON (ON Semiconductor) shares did Gregory Waters receive in this Form 4 filing?

Gregory L. Waters received 1,986 shares of restricted ON Semiconductor common stock. These shares were granted as an equity award, not bought in the open market, and are subject to vesting conditions tied to the company’s next Annual Meeting of Stockholders.

When do Gregory Waters’ newly granted ON (ON Semiconductor) restricted shares vest?

The 1,986 restricted shares granted to Gregory L. Waters will vest on the day prior to ON Semiconductor’s next Annual Meeting of Stockholders. Until vesting, the award remains subject to the terms and conditions of the company’s Amended and Restated Stock Incentive Plan.

What are Gregory Waters’ total ON (ON Semiconductor) share holdings after this transaction?

After the reported grant, Gregory L. Waters directly owns 24,524 ON Semiconductor common shares. He also has an indirect holding of 17,000 shares through the Waters Family Trust, reflecting both personal and trust-based ownership positions in the company’s equity.

Was the ON (ON Semiconductor) Form 4 transaction a market buy or sell by Gregory Waters?

The Form 4 does not show any open-market buy or sell by Gregory L. Waters. Instead, it reports a grant of 1,986 restricted shares at $0.00 per share as compensation under ON Semiconductor’s stock incentive plan, plus an updated indirect holding entry for trust-owned shares.